Estonia company registration

POSSIBLE OPTIONS TO REGISTER A COMPANY IN ESTONIA

Company registration in Estonia with e-Resident card

To register a company using an e-Residency card, it is necessary to have a registered address and a contact person in Estonia.

from 290 EUR

Company formation in Estonia (OÜ) by visit

For company formation client must send all necessary information in advance and visit Estonia for 1 day. The price does not include the state fee and notary services. It is necessary to have a registered address and a contact person in Estonia.

from 400 EUR

Opening a company in Estonia by a power of attorney

To open a company by power of attorney, you must prepare a notarised power of attorney in Estonian for a representative of our company. In case of establishing a company by power of attorney, your presence in Estonia is not necessary. The price includes the state fee and notary services. It is necessary to have a registered address and a contact person in Estonia.

from 790 EUR

Ready-made/shelf companies in Estonia

In addition to the establishment of new companies, we also offer to acquire an already established company. We do offer companies without activities and companies that have been active. All companies filed annual reports and have no debt.

from 1,000 EUR

ADDITIONAL SERVICES FOR A COMPANY FORMATION

Virtual office (legal address + mail delivery) for 1 year

To register a company in Estonia, you must have a legal address, so that if necessary, government agencies can send letters of request to this address. When ordering this service, all incoming mail will be translated into English and forwarded to the customer’s e-mail address. The main difference between a legal address and a physical one is that the legal address is only the company’s registered address and mailbox. If the company needs a physical/real office with further receipt of invoices in the name of the company, the employees of Company in Estonia OÜ will be happy to help.

200 EUR

Contact person for 1 year

Starting from 15.01.2018, in accordance with the Commercial Code of the Republic of Estonia, all companies that do not have residents of the Republic of Estonia among the Board members are required to appoint a contact person. The contact person can only be a Notary Office, a Law Office, a Certified Audit Office or a company that has the necessary licence to provide contact person services. The contact person is responsible for accepting procedural and other documents from the administrative bodies of the Republic of Estonia, as well as for sending these documents to the addresses.

200 EUR

Sworn translation/apostilisation of documents of an Estonian company

Apostille and certified translation of company documents includes a number of strictly defined formal procedures for endowing a document with legal force in the territory of another state. The main rule of legalisation is that the procedure of legalisation itself is carried out exclusively in the territory of the state where the document was issued or made legal and performed by its sworn translator.

from 250 EUR

Advice for start-ups in Estonia

If you are not sure which form of incorporation is appropriate for your company to start business in Estonia, contact us to get advice. We will take into consideration all the aspects: suitable start-up options; company structure, obligations, deadlines; Estonian taxes and laws.

from 100 EUR

International tax advice

Advice is provided in order to give an overview of taxation in case of international transactions arising in the course of operation of your Estonian company. The exact scope and cost of advice depends on your questions.

from 100 EUR

Legal advice

Our lawyers can advise you on various legal issues. Please do not hesitate to contact us, it will be our pleasure to help you.

from 100 EUR

Secretary services

These services are good for companies with no regular secretary and for those who need assistants every so often.

50 EUR per month

Winding up an Estonian company

Winding up businesses is a legal process resulting in the complete termination of the financial and economic activities of a company. Our company will help you go through the winding-up process as soon as possible in full compliance with legal requirements.

from 250 EUR

FREQUENTLY ASKED QUESTIONS

  • What are the advantages of establishing a company in Estonia?
  • How much does it cost to register a company in Estonia?
    The cost of a company registration depends on the type of incorporation. For more information please see the prices listed above.
  • How long does it take to register a company?
    The company will be registered during 5 business days after signing the company registration application.
  • What activities can an Estonian company carry on?
    An Estonian company is allowed to carry on any authorised activity. A company can perform several different types of activities at the same time.
  • Can a foreigner be the owner and director of an Estonian company?
    Yes, a foreigner can be the owner and director of an Estonian company.
  • How many owners and directors should an Estonian company have?
    At least one owner from among Board members.
  • What is the minimum share capital of an Estonian company?
    The minimum share capital is 2,500 EUR, which can be contributed within 10 years. In Estonia, a company can be established without making a share capital contribution.
  • Is it possible to get a VAT number for an Estonian company?
    Yes, a VAT number can be obtained before the company starts to operate.
  • How to open a bank account for an Estonian company?
    After the company is established, all Company in Estonia OÜ customers get assistance and detailed information, free of charge, on how to open an account. See Open a bank account in estonia.
  • Should an Estonian company have employees?
    An Estonian company may have no employees.
  • What are annual costs for maintaining a company in Estonia?
    As prescribed by law, an Estonian company owned by a foreigner shall have a contact person (200 EUR/year) and a legal address in Estonia (200 EUR/year).
  • What taxes are charged when doing business on behalf of an Estonian company?
    In Estonia, there is no income or turnover tax, and therefore there is no pre-distribution tax. Salaries of non-residents of Estonia living outside the country are subject to a 20% income tax. Dividends are taxed at 25%. Read more Taxes levied upon estonian companies.
  • Can I apply for the Estonian Schengen Visa?
    Upon setting up a company in Estonia, you have every reason to apply for a visa to visit Estonia. We will help prepare an invitation for all company-related persons.
    A visa application shall be submitted personally at an Estonian representation office (vm.ee/et/node/2430) or at an office of a Schengen country representing Estonia (vm.ee/et/node/36138).

Introduction

Recently many of the world’s fastest growing companies have started their activities in Estonia, the northern European country. Perhaps you have already heard of companies like Skype, Bolt, TransferWise, Playtech or Pipedrive?

Estonian business strategy is based on a well-developed digital infrastructure and belief that almost everything can be done online with minimal funds and time waste. To date, some of the established startups are companies run by digital nomads, entrepreneurs, freelancers, and self-employed. The e-Residency programme was created for them, aimed at opening access to the Estonian business environment to entrepreneurs from all over the world and simplifying the processes of the business sector. Thanks to Estonia’s membership in the EU, e-Residents have the right to use e-services on an equal basis with Estonian residents and manage their company fully remotely, while their business is based in the European Single Market.

Location-independent lifestyle is made possible by e-Residency: low-cost administration, ease of doing business, and preferential taxation. Company in Estonia OÜ will help you set up a startup in Estonia and manage your business wherever you are.

Benefits of establishing a company in Estonia

Estonia is one of the digitised countries offering cutting edge opportunities and favorable conditions for starting a business. This is well tracked by the average number of startups in Europe – 5 per 100,000 people, while in Estonia this mark is 6 times higher. Thus, Estonia ranks third in the ranking of European countries for the establishment of start-ups due to a number of advantages of launching an Estonian company:

Company in Estonia OÜ offers the following types of company establishment:

  1. Registration of a company with e-Resident card
    When establishing a company using an e-Resident card, a prerequisite is the presence of a legal address and a contact person in Estonia. The state fee of 190 EUR is not included in the price.
  2. Registration of a company in Estonia (OÜ) by visit
    It is mandatory to have a legal address and a contact person in Estonia. To open a company, you must be present at a notary – the company will be established within 2-5 business days after the application is submitted. When founding a company (OÜ), you must pay a state fee of 145 EUR and notary services in the amount of 100 EUR.
  3. Opening a company in Estonia (OÜ) by proxy
    It is mandatory to have a legal address and contact person in Estonia. To open a company by power of attorney, you will need to prepare a notarised power of attorney in Estonian for a representative of our company. When establishing a company by proxy, your presence in Estonia is not required. When registering a company (OÜ), you must pay a state fee of 145 EUR and notary services in the amount of 100 EUR.

Forms of business

According to the Commercial Code, there are 6 forms of business in Estonia:

  • Limited Liability Partnership or Private Limited Company (OÜ)
  • Public Limited Company (AS)
  • General Partnership (TÜ)
  • Limited Partnership (UÜ)
  • Commercial Association (Tulundusühistu)

In addition to the listed legal forms of entrepreneurship, an individual entrepreneur can operate as a Sole Proprietor (FIE), which must also be entered in the Commercial Register.

Foreign companies can also offer their goods or services by opening a branch in Estonia. The branch must be registered in the Commercial Register by submitting an application with all the necessary documentation. It should be noted that the branch is not a form of entrepreneurial activity, and the foreign company is fully responsible for the obligations arising from the activities of the branch.

Before determining the appropriate form of business, you should answer these fundamental questions that will determine the rules of the day-to-day business of your company:

  • How will the company be managed?
  • What will the company be called?
  • Who will act as a shareholder?
  • What will be the initial field of activity?
  • What will be the location of the company and its legal address?

The most common form of doing business in Estonia is a Limited Liability Partnership (OÜ). Below we will take a closer look at each legal form in Estonia. Detailed information on the types of business conduct is also available in the Commercial Code.

Limited Liability Partnership (OÜ)

A Limited Liability Partnership (Osaühing or OÜ) is the most common form of business in Estonia. Holders of an Estonian ID-card or e-Resident card can set up a private limited company and manage it online.

The advantage of an LLP is simple and quick registration, as well as a relatively small share capital rate (2,500 EUR). Among the advantages is the fact that shareholders are not personally liable for the obligations of such a company.

Foundation of an LLP costs 145 EUR. When established electronically in an expedited manner, the state fee will be 190 EUR. Subsequently, the state fee is recognised as the commercial expenses for setting up a private limited company.

Before the payment of the share capital, the founders are personally liable for the missing contribution. Such a company should have a governing body (Management Board) that represents and manages the company. The Board may consist of one or more members. Board members are not required to own shares in the company.

If more than half of the members of the Management Board do not reside permanently in Estonia, the company must submit a contact person to the Commercial Register. Also, the foreign owner must provide his address and email address.

A private limited company can be incorporated without depositing share capital if the proposed field of activity does not require it. The share capital of an LLP will be formed from the obligations of the founders in the amount of the ascertained contribution.

If the annual turnover of the company exceeds 40,000 EUR in Estonia, the founder must register as a VAT payer with the Tax and Customs Board. In addition, some areas of activity require a license (for example, cryptocurrency business).

The Tax and Customs Board will review the application within 5 business days from the date of its submission and on an expedited basis – no later than the next business day.

Public Limited Company (AS)

A Public Limited Company (Aktsiaselts or AS) is a form of business with the highest requirements for the authorised capital (at least 25,000 EUR) and must have a multi-level management structure.

The advantages of a Public Limited Company:

  • possibility of listing the company on the stock exchange;
  • ability to attract a wide range of shareholders;
  • suitable for the implementation of large projects;
  • shareholders are not personally liable for the obligations of a PLC.

One or more natural or legal persons, with or without subscription to shares, can establish a PLC in Estonia. The company is responsible for the fulfillment of its obligations with all of its property. The shareholder is not personally liable for the obligations of the Public Limited Company. Compared to a private company, a member of the Board of a PLC must be registered with the Estonian Central Register of Securities, and the rights related to registered shares will belong to the person who is indicated as a shareholder.

It is necessary that a Public Limited Company has the Management Board and the Supervisory Board. The Supervisory Board usually consists of 3 members, not necessarily shareholders, but half of them must be EU residents. The Supervisory Board appoints and organises the management of the company. Members of the Supervisory Board cannot be members of the Management Board. If more than half of the members of the Management Board are non-residents of Estonia, the company must submit to the Commercial Register a contact person in Estonia where the necessary documents can be sent. In addition, a PLC must have an auditor appointed.

The state duty for the establishment of a Public Limited Company is 145 EUR. Subsequently, the state fee is recognised as commercial expenses for the establishment of PLC.

The application for the incorporation of the Public Limited Company into the Commercial Register must be accompanied by a notice from the bank or payment institution regarding the deposit of the share capital. If the contribution is non-monetary, documents will instead be required to prove the cost, delivery, receipt, and audit.

Online registration of a Public Limited Company is not yet available. A public limited company must be registered with a notary. The notary fee for founding a PLC depends on the number of shareholders and the size of the share capital.

One of the main features of a public limited company is the requirement to register shares with the Estonian Central Register of Securities or with another depository.

The Tax and Customs Board will consider the application for registration of a PLC within 5 business days from the submission date.

  • If you plan to operate in the business field with special requirements, you must apply for an appropriate license.
  • The public limited company must be registered with the Tax and Customs Board if the planned annual turnover exceeds 40,000 EUR.
  • Employees of the company will need to be registered with the Employment Register.

General Partnership (TÜ) and Limited Partnership (UÜ)

A General Partnership (Täisühing or TÜ) and a Limited Partnership (Usaldusühing or UÜ) are relatively rare business forms in Estonia. They are suitable for starting a business when a larger number of stakeholders are involved or to support the economic activity of shareholders.

The advantages of a General Partnership or Limited Partnership are simple and quick registration and no requirements for the minimum amount of the share capital.

General Partnership (TÜ)

  • A General Partnership must be made up of two or more partners who operate under a common business name and are unlimited jointly and severally liable for the company’s obligations. A General Partnership operates on the basis of an association agreement concluded between partners. No minimum capital investment is required, and profits are distributed among shareholders in accordance with their share, unless otherwise specified in the agreement. The association agreement does not require notarisation or filing with the Commercial Register.

Limited Partnership (UÜ)

  • An Estonian Limited Partnership must consist of at least one general shareholder and one limited shareholder operating under a common commercial name. At least one of the members is the general partner with unlimited liability for the obligations of the partnership; and one of them is a limited shareholder who has limited liability in the amount of his contribution. The general partner will be solely responsible for the legal obligations of the company, while the limited partner is liable up to the amount of the investment.

Methods of establishing TÜ and UÜ:

  1. Online on the Company Registration Portal (digital signature required)
  2. Institution through a notary

The state fee for the registration of a General or Limited Partnership is 13 EUR. When using notary services, you will also have to pay a notary fee. The fee for notarisation of the authenticity of the signature on the application is 12,75 EUR (excluding VAT).

The Tax and Customs Board will consider an application for registration of a General Partnership or Limited Partnership within 5 business days from the submission date.

  • If you plan to operate in the business field with special requirements, you must apply for an appropriate license.
  • The company must be registered with the Tax and Customs Board if the planned annual turnover exceeds 40,000 EUR.
  • Employees of the company will need to be registered with the Employment Register.

Commercial Association (Tulundusühistu)

A Commercial Association (Tulundusühistu) is a company aimed at supporting and promoting the economic interests of its members through collective business activities, members of which act:

  • as consumers or users of other goods;
  • in the role of suppliers;
  • through labour contribution;
  • through the use of services;
  • in another similar way.

A Commercial Association can be created by at least two persons (legal or physical). The advantage of a commercial association is the absence of personal liability of its members for the obligations of the association. The charter can provide either full personal responsibility of the participants, or within the limits determined by the charter.

A company can be registered only through a notary, who will certify the application for entering the company into the Commercial Register and prepare the necessary constituent documents. Moreover, in order to create a Commercial Association, it is necessary to pay a state fee of 145 EUR. VAT will be added to all notary fees.

In the event of full personal liability, the association does not require a minimum share capital. If the charter does not provide for the personal liability of the members of the cooperative for the obligations of the association, the amount of the authorised capital will be at least 2,500 EUR.

The Tax and Customs Board will consider the application for registration of a Commercial Association within 5 business days from the date of its receipt.

  • If you plan to operate in the business field with special requirements, you must apply for an appropriate license.
  • The company must be registered with the Tax and Customs Board if the planned annual turnover exceeds 40,000 EUR.
  • Employees of the company will need to be registered with the Employment Register.

Sole Proprietor (FIE)

An individual entrepreneur (IE, Füüsilisest isikust ettevõtja or FIE) is a form of business that is best suited for those who are running small businesses alone or with a family.

The advantages of operating as Sole Proprietor:

  • simple registration;
  • there are no requirements for the minimum amount of capital;
  • individual entrepreneurs are not required to have articles of association.

However, it is important to note that an individual entrepreneur bears unlimited personal liability for debts incurred in doing business.

An individual entrepreneur may suspend their activities by notifying the Commercial Register with an indication of the time interval. An individual entrepreneur performing seasonal work can notify the start and end dates of the Sole Proprietor’s business activity.

When creating a FIE, there is no need to draw up a memorandum or articles of association. An important requirement is a bank account suitable for doing business.

To register as a Sole Proprietor, you will need to pay a state fee of 13 EUR.

  1. Online registration
    Fast-track electronic registration will take only a few hours. To register as a FIE in Estonia, you must provide the following information:

    • name of the entrepreneur;
    • personal code;
    • name of a Sole Proprietor with the abbreviation “FIE” at the end;
    • address and other legal data.
  2. Registration with a notary
    A notarial application for registration of a FIE takes 5 business days from the date of its submission. The fee for notarisation of the authenticity of the signature is 12,75 EUR. VAT will be added to all notary fees.

    • If you plan to operate in the field of ​​activity, where the special requirements are imposed, you will have to apply for an appropriate license.
    • An individual entrepreneur must be registered with the Tax and Customs Board if the planned annual turnover exceeds 40,000 EUR.
    • Employees of the company will need to be registered with the Employment Register.

It is assumed that the Sole Proprietor will keep the accounting records of the company in accordance with the provisions laid down in the Estonian Accounting Act.

Contact Company in Estonia OÜ for detailed information on the steps to be taken to establish your company in Estonia.

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